AVIRA RESOURCES LTD — Major Shareholding Notification 2015

Feb 16, 2015

ASX Release

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17 February 2015

ASX CODE MGS

CHANGE IN INTERESTS OF SUBSTANTIAL HOLDERS AND FORM 604s.

Company Announcement Office ASX Limited 20 Bridge Street Sydney NSW 2000

REGISTRY

Computershare

SHARES ON ISSUE

318,157,040

Please find below Notices of changes in interests of substantial holders for the following Directors:

• Jonathan Paul Back

• Gary Kuo

• Li Hai Jun

Tin Price: US$18,094/t Gold Price: US$1,230/oz

Yours faithfully,

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Jacqueline Butler

Company Secretary

MGT

Resources Limited 2.05/68 York Street Sydney NSW 2000 Australia

T: 61 2 9262 1122 F: 61 2 9299 5175

www.mgt.net.au info@mgt.net.au

ABN: 38 131 715 645

604 page 1/2

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme MGT Resources Limited ACN/ARSN 131 715 645 1. Details of substantial holder(1) Name Jonathan Paul Back ACN/ARSN (if applicable) There was a change in the interests of the substantial holder on 17 / 2 /2015 The previous notice was given to the company on / / The previous notice was dated / /

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Ordinary fully paid share	79,329,727	27.5% (based on 288,157,040 ordinary share on issue)	79,329,727	24.9% (based on 318,157,040 ordinary share on issue)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
17/2/2015	Jonathan Paul Back	Dilution as a result of the issue of shares in relation to Auskong International Mining Investment Co., Limited arising from MGT Resources Limited entering into a Share Subscription Agreement with Auskong International Mining Investment Co., Limited.	Not applicable	79,329,727 Fully paid ordinary shares	79,329,727

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Jonathan Paul Back	Jonathan Paul Back	Jonathan Paul Back	Directly held	79,029,727	24.8%
Jonathan Paul Back	HSBC Custody Nominees (Australia)Ltd	Jonathan Paul Back	Indirectly held	300,000	0.09%

604 page 2/2

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association Not applicable Not applicable Name Address Jonathan Paul Back Unite 8B, Hamilton Court, 8 Po Shan Road, Midlevels, Hong Kong HSBC Custody Nominees (Australia) Ltd HSBC Centre, Level 32, 580 George Street, Sydney, NSW 2000

6. Addresses

The addresses of persons named in this form are as follows:

Signature Jacqueline Butler Capacity : Company Secretary print name

sign here date 17 / 2 /2015

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DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write “unknown”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

604 page 1/2

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme MGT Resources Limited ACN/ARSN 131 715 645

1. Details of substantial holder(1)

Name Gary Kuo ACN/ARSN (if applicable) There was a change in the interests of the substantial holder on 17 / 2 /2015 The previous notice was given to the company on 17 / 2/2015 The previous notice was dated 16 / 2 / 2015

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Ordinary fully paid share	23,203,000	8.1% (based on 288,157,040 ordinary share on issue)	23,203,000	7.3% (based on 318,157,040 ordinary share on issue)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
17/2/2015	Gary Kuo	Dilution as a result of the issue of shares in relation to Auskong International Mining Investment Co., Limited arising from MGT Resources Limited entering into a Share Subscription Agreement with Auskong International Mining Investment Co., Limited.	Not applicable	23,203,000Fully paid ordinary shares	23,203,000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Gary Kuo	Gary Kuo	Gary Kuo	Directly held	50,000	0.02%
Kuokai Pty Ltd FamilyA/C>	Kuokai Pty Ltd FamilyA/C>	Kuokai Pty Ltd Family A/C>	Indirectly held	23,013,000	7.2%
Yim Lee Kai	Yim Lee Kai	Yim Lee Kai	Indirectly held	140,000	0.04%

604 page 2/2

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association Not applicable Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

Name Address Gary Kuo P2/2 Quay Street, Haymarket, NSW, 2000, Australia Kuokai Pty Ltd Unit 203, 16 Hunter Street, Hornsby, NSW, 2077, Australia Yim Lee Kai P2/2 Quay Street, Haymarket, NSW, 2000, Australia

Signature

Jacqueline Butler Capacity : Company Secretary print name

sign here date 17 / 2 /2015

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DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write “unknown”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

604 page 1/2

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme MGT Resources Limited ACN/ARSN 131 715 645 1. Details of substantial holder(1) Name Li Hai Jun ACN/ARSN (if applicable) There was a change in the interests of the substantial holder on 17 / 2 /2015 The previous notice was given to the company on / / The previous notice was dated / /

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Ordinary fully paid share	22,830,000	7.9% (based on 288,157,040 ordinary share on issue)	22,830,000	7.2% (based on 318,157,040 ordinary share on issue)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
17/2/2015	Li Hai Jun	Dilution as a result of the issue of shares in relation to Auskong International Mining Investment Co., Limited arising from MGT Resources Limited entering into a Share Subscription Agreement with Auskong International Mining Investment Co., Limited.	Not applicable	22,830,000 Fully paid ordinary shares	22,830,000

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Li Hai Jun	Li Hai Jun	Li Hai Jun	Directly held	22,800,000	7.2%
Li Hai Jun	Po Kay Securities & Shares Co. Limited	Li Hai Jun	Indirectly held	30,000	0.01%

604 page 2/2

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association Not applicable Not applicable 6. Addresses The addresses of persons named in this form are as follows: Name Address Li Hai Jun 4-2-201 Qianmendong Street, Beijing, 100051, China Po Kay Securities & Shares Co. Limited 14/F, Grand Building,15-18 Connaught Road, Central, Hong Kong Signature Jacqueline Butler Capacity : Company Secretary print name sign here date 17 / 2 /2015

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DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write “unknown”.

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.